UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 8)
HARBINGER GROUP INC.
(Name of Issuer)
COMMON STOCK (PAR VALUE $0.01 PER SHARE)
(Title of Class of Securities)
41146A106
(CUSIP Number)
PHILIP FALCONE
450 PARK AVENUE, 30TH FLOOR
NEW YORK, NEW YORK 10022
(212) 339-5888
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
May 19, 2011
(Date of Event which Requires Filing
of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 41146A106
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SC 13D |
Page 2 of 17
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1
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NAME OF REPORTING PERSON
Harbinger Capital Partners Master Fund I, Ltd.
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
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3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
OO
|
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5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
95,932,068
|
|
|
9
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SOLE DISPOSITIVE POWER
0
|
|
|
10
|
SHARED DISPOSITIVE POWER
95,932,068
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
95,932,068
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.9%
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 41146A106
|
SC 13D |
Page 3 of 17
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1
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NAME OF REPORTING PERSON
Harbinger Capital Partners LLC
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
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3
|
SEC USE ONLY
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4
|
SOURCE OF FUNDS
AF
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5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
95,932,068
|
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
|
10
|
SHARED DISPOSITIVE POWER
95,932,068
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
95,932,068
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.9%
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 41146A106
|
SC 13D |
Page 4 of 17
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1
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NAME OF REPORTING PERSON
Harbinger Capital Partners Special Situations Fund, L.P.
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
|
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4
|
SOURCE OF FUNDS
OO
|
|
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5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
21,493,161
|
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
|
10
|
SHARED DISPOSITIVE POWER
21,493,161
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,493,161
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.4%
|
|
|
14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 41146A106
|
SC 13D |
Page 5 of 17
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1
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NAME OF REPORTING PERSON
Harbinger Capital Partners Special Situations GP, LLC
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
AF
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
21,493,161
|
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
|
10
|
SHARED DISPOSITIVE POWER
21,493,161
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,493,161
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.4%
|
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|
14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 41146A106
|
SC 13D |
Page 6 of 17
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1
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NAME OF REPORTING PERSON
Global Opportunities Breakaway Ltd.
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
OO
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
12,434,660
|
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
|
10
|
SHARED DISPOSITIVE POWER
12,434,660
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,434,660
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9%
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 41146A106
|
SC 13D |
Page 7 of 17
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1
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NAME OF REPORTING PERSON
Harbinger Capital Partners II LP
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
AF
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
12,434,660
|
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
|
10
|
SHARED DISPOSITIVE POWER
12,434,660
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,434,660
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9%
|
|
|
14
|
TYPE OF REPORTING PERSON
PN
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CUSIP No. 41146A106
|
SC 13D |
Page 8 of 17
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1
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NAME OF REPORTING PERSON
Harbinger Capital Partners II GP LLC
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|
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
AF
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
12,434,660
|
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
|
10
|
SHARED DISPOSITIVE POWER
12,434,660
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,434,660
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9%
|
|
|
14
|
TYPE OF REPORTING PERSON
CO
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CUSIP No. 41146A106
|
SC 13D |
Page 9 of 17
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1
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NAME OF REPORTING PERSON
Harbinger Holdings, LLC
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
AF
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
117,425,229
|
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
|
10
|
SHARED DISPOSITIVE POWER
117,425,229
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
117,425,229
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
84.4%
|
|
|
14
|
TYPE OF REPORTING PERSON
CO
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|
CUSIP No. 41146A106
|
SC 13D |
Page 10 of 17
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1
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NAME OF REPORTING PERSON
Philip Falcone
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
AF
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
129,859,889
|
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
|
10
|
SHARED DISPOSITIVE POWER
129,859,889
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
129,859,889
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
93.3%
|
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
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CUSIP No. 41146A106
|
SC 13D |
Page 11 of 17
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Item 1. Security and Issuer.
This Amendment No. 8 to Schedule 13D (“Amendment No. 8”) is being filed by the undersigned to amend the Schedule 13D filed by the Reporting Persons on June 19, 2009, as amended by Amendment No. 1, filed on July 13, 2009, Amendment No. 2, filed on November 4, 2009, Amendment No. 3, filed on August 17, 2010, Amendment No. 4, filed on September 15, 2010, Amendment No. 5, filed on January 12, 2011, Amendment No. 6, filed on March 10, 2011 and Amendment No. 7, filed on May 16, 2011 (as amended, the “Schedule 13D”), with respect to the Common Stock, par value $0.01 per share (the “Shares”), of Harbinger Group Inc. (the “Issuer”), whose principal executive offices are located at 450 Park Avenue, 27th Floor, New York, New York 10022.
Item 2. Identity and Background.
No material change.
Item 3. Source and Amount of Funds or Other Consideration.
No material change.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended by adding the following to the end thereof:
“On May 19, 2011, a special committee (the “Special Committee”) of the board of directors (the “Board”) of the Issuer, comprised of independent directors under the rules of the New York Stock Exchange, unanimously determined that it is (i) in the best interests of the Issuer and its stockholders (other than HCP (as defined below) and its affiliates) for Front Street Re Ltd., the Issuer’s indirectly wholly-owned Bermuda-based reinsurer (“Front Street”), and Fidelity & Guaranty Life Insurance Company (formerly, OM Financial Life Insurance Company), one of the Issuer’s indirectly wholly-owned insurance companies (“FGL”), to enter into a reinsurance agreement (the “Reinsurance Agreement”), pursuant to which Front Street would reinsure up to $3 billion of insurance obligations under annuity contracts of FGL and (ii) in the best interests of the Issuer and its stockholders for Front Street and Harbinger Capital Partners II LP (“HCP”), one of the Reporting Persons, to enter into an investment management agreement (the “Investment Management Agreement”), pursuant to which HCP would be appointed as the investment manager of up to $1 billion of assets securing Front Street’s reinsurance obligations under the Reinsurance Agreement, which assets will be deposited in a reinsurance trust account for the benefit of FGL pursuant to a trust agreement (the “Trust Agreement”). On May 19, 2011, the Board approved the Reinsurance Agreement, the Investment Management Agreement, the Trust Agreement and the transactions contemplated thereby. The Special Committee’s consideration of the Reinsurance Agreement, the Trust Agreement, and the Investment Management Agreement was contemplated by the terms of the Transfer Agreement. In considering the foregoing matters, the Special Committee was advised by independent counsel and received a fairness opinion from Gleacher & Company Securities, Inc.
The Reinsurance Agreement, the Trust Agreement and the transactions contemplated thereby are subject to, and may not be entered into or consummated without, the approval of the Maryland Insurance Administration.”
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CUSIP No. 41146A106
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SC 13D |
Page 12 of 17
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Item 5. Interest in Securities of the Issuer.
No material change.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
No material change.
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CUSIP No. 41146A106
|
SC 13D |
Page 13 of 17
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Item 7. Material to be Filed as Exhibits.
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Exhibit A:
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Joint Filing Agreement
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CUSIP No. 41146A106
|
SC 13D |
Page 14 of 17
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.
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By:
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Harbinger Capital Partners LLC
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By:
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Harbinger Holdings, LLC, Manager
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By:
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/s/ Philip Falcone
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Name: Philip Falcone
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Title: Managing Member
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HARBINGER CAPITAL PARTNERS LLC
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|||
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By:
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Harbinger Holdings, LLC, Manager
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By:
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/s/ Philip Falcone
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||
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Name: Philip Falcone
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|||
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Title: Managing Member
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HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.
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|||
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By:
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Harbinger Capital Partners Special Situations GP, LLC
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||
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By:
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Harbinger Holdings, LLC, Managing Member
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||
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By:
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/s/ Philip Falcone
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||
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Name: Philip Falcone
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|||
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Title: Managing Member
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|||
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HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC
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|||
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By:
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Harbinger Holdings, LLC, Managing Member
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||
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By:
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/s/ Philip Falcone
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||
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Name: Philip Falcone
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|||
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Title: Managing Member
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CUSIP No. 41146A106
|
SC 13D |
Page 15 of 17
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GLOBAL OPPORTUNITIES BREAKAWAY LTD.
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|||
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By:
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Harbinger Capital Partners II LP
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||
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By:
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Harbinger Capital Partners II GP LLC, General Partner
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||
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By:
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/s/ Philip Falcone
|
||
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Name: Philip Falcone
|
|||
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Title: Managing Member
|
|||
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HARBINGER CAPITAL PARTNERS II LP
|
|||
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By:
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Harbinger Capital Partners II GP LLC, General Partner
|
||
|
By:
|
/s/ Philip Falcone
|
||
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Name: Philip Falcone
|
|||
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Title: Managing Member
|
|||
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HARBINGER CAPITAL PARTNERS II GP LLC
|
|||
|
By:
|
/s/ Philip Falcone
|
||
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Name: Philip Falcone
|
|||
|
Title: Managing Member
|
|||
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HARBINGER HOLDINGS, LLC
|
|||
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By:
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/s/ Philip Falcone
|
||
|
Name: Philip Falcone
|
|||
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Title: Managing Member
|
|||
|
/s/ Philip Falcone
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|||
|
Philip Falcone
|
|||
May 23, 2011
Attention: Intentional misstatements or omissions of fact constitute federal violations (see 18 U.S.C. 1001).
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CUSIP No. 41146A106
|
SC 13D |
Page 16 of 17
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Exhibit A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock, par value $0.01 per share of Harbinger Group Inc., dated as of May 23, 2011 is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.
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HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.
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|||
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By:
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Harbinger Capital Partners LLC
|
||
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By:
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Harbinger Holdings, LLC, Manager
|
||
|
By:
|
/s/ Philip Falcone
|
||
|
Name: Philip Falcone
|
|||
|
Title: Managing Member
|
|||
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HARBINGER CAPITAL PARTNERS LLC
|
|||
|
By:
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Harbinger Holdings, LLC, Manager
|
||
|
By:
|
/s/ Philip Falcone
|
||
|
Name: Philip Falcone
|
|||
|
Title: Managing Member
|
|||
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HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.
|
|||
|
By:
|
Harbinger Capital Partners Special Situations GP, LLC
|
||
|
By:
|
Harbinger Holdings, LLC, Managing Member
|
||
|
By:
|
/s/ Philip Falcone
|
||
|
Name: Philip Falcone
|
|||
|
Title: Managing Member
|
|||
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HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC
|
|||
|
By:
|
Harbinger Holdings, LLC, Managing Member
|
||
|
By:
|
/s/ Philip Falcone
|
||
|
Name: Philip Falcone
|
|||
|
Title: Managing Member
|
|||
A-1
|
CUSIP No. 41146A106
|
SC 13D |
Page 17 of 17
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GLOBAL OPPORTUNITIES BREAKAWAY LTD.
|
|||
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By:
|
Harbinger Capital Partners II LP
|
||
|
By:
|
Harbinger Capital Partners II GP LLC, General Partner
|
||
|
By:
|
/s/ Philip Falcone
|
||
|
Name: Philip Falcone
|
|||
|
Title: Managing Member
|
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|
HARBINGER CAPITAL PARTNERS II LP
|
|||
|
By:
|
Harbinger Capital Partners II GP LLC, General Partner
|
||
|
By:
|
/s/ Philip Falcone
|
||
|
Name: Philip Falcone
|
|||
|
Title: Managing Member
|
|||
|
HARBINGER CAPITAL PARTNERS II GP LLC
|
|||
|
By:
|
/s/ Philip Falcone
|
||
|
Name: Philip Falcone
|
|||
|
Title: Managing Member
|
|||
|
HARBINGER HOLDINGS, LLC
|
|||
|
By:
|
/s/ Philip Falcone
|
||
|
Name: Philip Falcone
|
|||
|
Title: Managing Member
|
|||
|
/s/ Philip Falcone
|
|||
|
Philip Falcone
|
|||
May 23, 2011
A-2